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HomeMy WebLinkAboutPre-LegislationCity of Miami t Legislation r V Resolution: R-18-0324 File Number: 4358 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 7/26/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), CALLING FOR A SPECIAL ELECTION TO BE HELD ON NOVEMBER 6, 2018, FOR THE PURPOSE OF SUBMITTING TO THE QUALIFIED ELECTORS OF THE CITY OF MIAMI ("CITY") FOR THEIR APPROVAL OR DISAPPROVAL OF THE FOLLOWING BALLOT QUESTION: "SHALL THE CITY ENTER INTO A 99 YEAR LEASE OF APPROXIMATELY 3.15 ACRES AT 444 AND 460 SW 2ND AVENUE WITH WINNING BIDDER, LANCELOT MIAMI RIVER, LLC, PROVIDING: PRIVATELY FUNDED MIXED USE RIVERFRONT DEVELOPMENT; NEW PUBLIC RIVERWALK AND OTHER PUBLIC AMENITIES; GREATER OF $3,620,000 ANNUAL RENT, INCREASING 1.5% ANNUALLY, OR 3% OF GROSS REVENUES; $69,400,000 PURCHASE OPTION; 2% CAPITAL TRANSACTION FEE; LIVING WAGE AND 10% WORKFORCE HOUSING; DESIGN AND DEVELOPMENT OF A NEW ADMINISTRATIVE BUILDING?"; DESIGNATING AND APPOINTING THE CITY CLERK AS THE OFFICIAL REPRESENTATIVE OF THE CITY COMMISSION WITH RESPECT TO THE USE OF VOTER REGISTRATION BOOKS AND RECORDS; DIRECTING THE CITY CLERK TO CAUSE A CERTIFIED COPY OF THIS RESOLUTION TO BE DELIVERED TO THE SUPERVISOR OF ELECTIONS OF MIAMI-DADE COUNTY, FLORIDA, NOT LESS THAN FORTY-FIVE (45) DAYS PRIOR TO THE DATE OF SUCH SPECIAL ELECTION; PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, the City of Miami ("City") owns the riverfront property located at 444 Southwest 2nd Avenue, and 460 SW 2nd Avenue, Miami, Florida 33130, commonly known as the Miami Riverside Center ("MRC"); and WHEREAS, the City is interested in developing a new City administrative facility to accommodate the increasing number of the City's administrative employees and meet the growing needs of the City's residents; and WHEREAS, on February 2, 2016, the City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 ("OM") for the sale/lease of the MRC, and Request for Proposals No. 15-16-009 ("RFP") for the development of a new City administrative facility building (collectively the "OM & RFP"); and WHEREAS, the OM specifically sought the disposition of the MRC due to the operational challenges and deficiencies of the facility; and WHEREAS, the RFP provided for the acquisition and development of a new administrative facility building in order to properly serve the citizens of the City; and WHEREAS, two (2) proposals were received in response to the OM and one (1) proposal was received in response to the RFP; and City of Miami Page 1 of 6 File ID: 4358 (Revision: A) Printed On: 1112712018 File ID: 4358 Enactment Number: R-18.0324 WHEREAS, pursuant to the OM & RFP, the City Manager appointed the Selection Committee ("Committee") to evaluate proposals received in response to the OM & RFP; and WHEREAS, the Committee met on August 25, 2016 to evaluate the criteria and scoring values assigned and determine a rank order based on the score achieved and recommended the top-ranked bidder, Lancelot Miami River, LLC, an affiliate of Adler Group ("Lancelot"); and WHEREAS, the City Manager approved the recommendation of the Committee and transmitted to the City Commission his recommendation; and WHEREAS, thereafter, the City Commission approved the recommendation subject to the approval of the applicable agreements by Commission and approval by the electorate; and WHEREAS, pursuant to the recommendation for the OM, the City and Lancelot have negotiated the attached Term Sheet for the Ground Lease and Leaseback/Purchase of the Miami Riverside Center ("MRC Term Sheet"); WHEREAS, pursuant to the recommendation for the RFP, the City and Lancelot have negotiated a proposed Term Sheet for the Site Selection, Design, Financing, Construction and Conveyance of the new City of Miami Administration.Building ("New Facility Term Sheet"); and WHEREAS, the MRC Term Sheet and proposed New Facility Term Sheet set the minimum benefits to be provided to the City, which may be further negotiated and improved to the City's benefit through negotiations, but may not be diminished or decreased; and WHEREAS, the City and Lancelot presented the proposed redevelopment of the MRC to the Miami River Commission Urban Infill and Greenways Subcommittee, and subsequently to the full Miami River Commission on July 9, 2018; and WHEREAS, the City and Lancelot presented the proposed redevelopment of the MRC to the Waterfront Advisory Board on July 10, 2018; and WHEREAS, pursuant to the provisions of the OM, and the requirements of the City Charter, the City Commission wishes to poll the electors of the City as to whether the City shall be authorized to enter into a 99 year lease of approximately 3.15 acres of City -owned riverfront land at 444 and 460 Southwest 2"d Avenue, Miami, Florida for 99 years, with Lancelot providing, a privately funded mixed use riverfront development; new public riverwalk and other public amenities; the greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; a $69,400,000 purchase option; 2% capital transaction fee; living wage and 10% Workforce Housing; and Design and development of a new administrative building, as more particularly described in the attached MRC Term Sheet; and WHEREAS, this resolution does not confer any contractual or property rights upon Lancelot unless and until: (i) the electorate has cast a favorable vote approving the sale/lease of the MRC; (ii) the applicable Agreements, as defined in the MRC Term Sheet and New Facility Term Sheet, are approved by the City Commission, at the Commission's discretion; and (iii) following approval by the City Commission, the applicable Agreements, as defined in the MRC Term Sheet and New Facility Term Sheet, are executed by the authorized officers of Lancelot and the City, respectively; and City of Miami Page 2 of 6 File ID: 4358 (Revision: A) Printed on: 1112712018 File ID: 4358 Enactment Number: R-18-0324 WHEREAS, the above actions and procedures have been performed in accordance with the applicable provisions of the Charter and Code of.the City of Miami, and provisions contained within the OM & RFP. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. In accordance with the provisions of Section 29-B of the Charter of the City of Miami, Florida the Ballot Question provided below shall be included in the Special Election to be held on Tuesday, November 6, 2018, for the purpose of submitting to the qualified electors of the City of Miami, for their approval or disapproval, the proposed lease of the Property as set forth in the Ballot Question and as further supplemented by the MRC Term Sheet. Section 3. The Special Election shall be held at the polling places in the precincts designated, all as shown on the list attached hereto and made a part hereof and referred to as Exhibit No.1 or as may be designated by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida ("State"). The Precinct Election Clerks and Inspectors to serve at said polling places on said election date shall be those designated by the Supervisor of Elections of Miami -Dade County, Florida, for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to election precincts wholly or partly within the City, and which the City is hereby adopting and desires to use for holding such election is as follows: all voter information cards, registration books, records, and certificates pertaining to electors of the City and established and maintained as official by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida, are hereby adopted and declared to be, and shall hereafter be recognized and accepted as, official voter information cards, registration books, records and certificates of the City. Section 4. In compliance with Section 100.342, Florida Statutes (2018), the City Clerk is hereby authorized and directed to publish notice of the adoption of the herein resolution and of the provisions hereof, at least twice, once in the fifth ,(5th) week and once in the third (3rd) week prior to the week in which the aforesaid Special Election is to be held, in newspaper(s) of general circulation in the City of Miami, Florida, which notice shall be substantially in the following form: NOTICE OF SPECIAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 6, 2018 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. R-18-0324 A Special Election will be held on Tuesday, November 6, 2018 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida, at the polling places in the several special election precincts designated by the Miami -Dade County Supervisor of Elections as set forth herein, unless otherwise provided by law, for the purpose of submitting to the qualified electors of the City of Miami, Florida, the following question: City of Miami Page 3 of 6 File ID: 4358 (Revision: A) Printed on: 1112712018 File ID: 4358 Enactment Number: R-18-0324 Shall the City enter into a 99 year lease of approximately 3.15 acres at 444 and 460 SW 2nd Avenue with winning bidder, Lancelot Miami River, LLC, providing: • Privately funded mixed use riverfront development; • New public Riverwalk and other public amenities; • Greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; • $69,400,000 purchase option; • 2% capital transaction fee; • Living Wage and 10% Workforce Housing; • Design and development of anew administrative building? By order of the Commission of the City of Miami, Florida. Section 5. The official ballot to be used at said Special Election shall be in full compliance with the laws of the State with respect to vote -by -mail ballots and to the use of the mechanical voting machines or the Computer Election System and shall be in substantially the following form: "Official Ballot" Special Election Miami, Florida November 6, 2018 Proposed lease of city -owned riverfront land at 444 SW 2 Avenue, Miami, Florida Shall the City enter into a 99 year lease of approximately 3.15 acres at 444 and 460 SW 2nd Avenue with winning bidder, Lancelot Miami River, LLC, providing: • Privately funded mixed use riverfront development; • New public Riverwalk and other public amenities; • Greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; • $69,400,000 purchase option; • 2% capital transaction fee; • Living wage and 10% Workforce Housing; • Design and development of a new administrative building? YES City of Miami Page 4 of 6 File !D: 4358 (Revision: A) Printed on: 1112712018 File ID: 4358 Enactment Number: R-18-0324 m Section 6. The form of the ballot shall be in accordance with requirements of general election laws. Electors desiring to vote in approval of the Question described above shall be instructed to vote their selection next to the word "YES" within the ballot containing the statement relating to the Question. Electors desiring to vote to disapprove the Question shall be instructed to vote their selection next to the word "NO" within the ballot containing the statement relating to the Question. Once individuals are satisfied with their choice, they shall press the "Vote" button and the ballot shall be cast. Section 7. The Clerk shall cause to be prepared vote -by -mail ballots containing the Question set forth in Section 6 above for the use of vote -by -mail electors entitled to cast such ballots in said Special Election. Section 8. All qualified electors of said City shall be permitted to vote in said Special Election and the Supervisor of Elections of Miami -Dade County, Florida is hereby requested, authorized, and directed to furnish, at the cost and expense of the City, a list of all qualified electors residing in the City as shown by the registration books and records of the Office of said Supervisor of Elections and duly certify the same for delivery to and for use by the election officials designated to serve at the respective polling places in said Special Election precincts. Section 9. For the purpose of enabling persons to register who are qualified to vote in said Special Election on Tuesday, November 6, 2018, and who have not registered under the provisions of the general laws of the State and Chapter 16 of the Code of the City of Miami, Florida, or who have transferred their legal residence from one voting precinct to another in the City, they may register Monday through Friday, from 8:00 A.M. to 5:00 P.M. at the Miami -Dade County Elections Department located at 2700 Northwest 87th Avenue, Miami, Florida, within such period of time as may be designated by the Supervisor of Elections of Miami -Dade County, Florida In addition to the above place and times, qualified persons may register at such branch offices and may also use any mobile registration van for the purpose of registration in order to vote in the herein described Special Election during such times and on such dates as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. Section 10. Todd B. Hannon, the City Clerk of the City of Miami, Florida, or his duly appointed successor, is hereby designated and appointed as the official representative of the Commission of the City of Miami, Florida, in all transactions with the Supervisor of Elections of Miami -Dade County, Florida, in relation to matters pertaining to the use of the registration books and the holding of said Special Election. Section 11. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections of Miami -Dade County, Florida, not later than forty-five (45) days prior to the date of the herein Special Election. Section 12. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' 1 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 5 of 6 File ID: 4358 (Revision: A) Printed on; 1112712018 File ID: 4358 Enactment Number: R-18-0324 APPROVED AS TO FORM AND CORRECTNESS: . ria i a dez> Y Y i ttor i 8/7/2018 City of Miami Page 6 of 6 File 1D: 4358 (Revision: A) Printed on: 11127/2018 Date: 05/02/2018Exhibit No.1 Ma Christina White Time: 4:25 PM Supervisor of Elections Miami -Dade County, FL Precinct List FOR SELECTED DISTRICT DISTRICT: City: Miami Prec PP Place Name Office Location CITY ZIP 465.0 West End Park Community House 250 SW 60 Ave Miami 33144 498.0 Eden Eglise Adventist DU 7th Jour 7777 N. Miami Ave Miami 33150 499.0 Liberty Square Community Center 6304 NW 14 Ave Miami 33147 501.0 Jesse J. McCrary Jr. Elementary School 514 NW 77 St Miami 33150 502.0 Legion Memorial Park 6447 NE 7 Ave Miami 33138 503.0 H U D 1407 NW 7 St Miami 33125 504.0 Legion Memorial Park 6447 NE 7 Ave Miami 33138 505.0 St. Matthew Freewill Baptist Church 6700 NW 2 Ave Miami 33150 506.0 Edison Courts Community Center 325 NW 62 St Miami 33150 507.0 Thena C. Crowder Elementary School 757 NW 66 St Miami 33150 508.0 Liberty Square Community Center 6304 NW 14 Ave Miami 33147 509.0 The Universal Church of The Kingdom of God 3501 W Flagler St Miami 33135 510.0 The Universal Church of The Kingdom of God 3501 W Flagler St Miami 33135 511.0 Jordan Grove Baptist Church 5946 NW 12 Ave Miami 33127 512.0 St. Paul Institutional AME Church 1892 NW 51 Ter Miami 33142 514.0 iTech @ Thomas A. Edison Educational Center 6101 NW 2 Ave Miami 33127 515.0 Toussaint Louverture Elementary School 120 NE 59 St Miami 33137 516.0 Morningside Park 750 NE 55 Ter Miami 33137 517.0 Arthur E Teele Jr Community Center 6301 NE 2 Ave Miami 33138 518.0 Church of God Prophecy #1 4528 NW 1 Ave Miami 33127 519.0 Shadowlawn Elementary School 149 NW 49 St Miami 33127 520.0 Carrie P. Meek Art Center 1350 NW 50 St Miami 33142 521.0 Edison Towers 5821 NW 7 Ave Miami 33127 522.0 Moore Park 765 NW 36 St Miami 33127 523.0 Ebenezer United Methodist Church 2001 NW 35 St Miami 33142 524.0 Beth David Congregation 2625 SW 3 Ave Miami 33129 526.0 Curtis Park Community House 1901 NW 24 Ave Miami 33125 527.0 Juan P. Duarte Park 1776 NW 28 St Miami 33142 528.0 Allapattah Branch Library 1799 NW 35 St Miami 33142 529.0 Jose De Diego Middle School 3100 NW 5 Ave Miami 33127 530.0 Comstock Elementary School 2420 NW 18 Ave Miami 33142 531.0 Claude Pepper Community Center II 750 NW 18 Ter Miami 33136 532.0 Christ Episcopal Church 3481 Hibiscus St Miami 33133 533.0 Culmer Neighborhood Service Center 1600 NW 3 Ave Miami 33136 Page 1 of 4 Date: 05/02/2018MIAM Christina White Time: 4:25 PM Supervisor of Elections Precinct List FOR SELECTED DISTRICT DISTRICT: City: Miami Miami -Dade County, FL 534.0 Miami Fire Station #2 1901 N Miami Ave Miami 33136 535.0 Paul Laurence Dunbar K-8 Center 505 NW 20 St Miami 33127 536.0 Phillis Wheatley Elementary School 1801 NW 1 PI Miami 33136 537.0 Eugenio Maria De Hostos Ctr 2902 NW 2 Ave Miami 33127 538.0 Cameron House 412 NE 22 St Miami 33137 540.0 Comstock Elementary School 2420 NW 18 Ave Miami 33142 541.0 First Presbyterian Church 609 Brickell Ave Miami 33131 542.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 543.0 H U D 1407 NW 7 St Miami 33125 544.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 545.0 Miami Police Benevolent Association 2300 NW 14 St Miami 33125 546.0 Miami City Hall 3500 Pan American Dr Miami 33133 547.0 Miami Fire Station #7 314 Beacom Blvd Miami 33135 548.0 Miami -Dade County Auditorium 2901 W Flagler St Miami 33135 549.0 Kensington Park Elementary School 711 NW 30 Ave Miami 33125 550.0 Miami Fire Fighter Benevolent Association 2980 NW S River Dr Miami 33125 551.0 Grapeland Park 1550 NW 37 Ave Miami 33125 552.0 Armando Badia Senior Center 25 Tamiami Blvd Miami 33144 553.0 Robert King High Community House 7025 W Flagler St Miami 33144 554.0 Iglesia Bautista De Renovacion Cristiana 50 NW 51 PI Miami 33126 556.0 Residential Plaza 5617 NW 7 St Miami 33126 557.0 Iglesia EI Buen Samaritano 4585 W Flagler St Miami 33134 558.0 Kinloch Park Community Center 455 NW 47 Ave Miami 33126 559.0 Ebenezer Freewill Baptist Church 4111 SW 4 St Miami 33134 560.0 Kinloch Park Middle School 4340 NW 3 St Miami 33126 561.0 Iglesia Bautista Resurreccion 2323 SW 27 Ave Miami 33145 563.0 Jose Marti Park Gymnasium 434 SW 3 Ave Miami 33130 564.0 Hispanic Branch Library 1398 SW 1 St Miami 33135 565.0 Riverside Elementary School 1190 SW 2 St Miami 33130 566.0 Jose Marti Park Gymnasium 434 SW 3 Ave Miami 33130 567.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 568.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 569.0 Stanley Axlrod UTD Towers, Inc. 1809 Brickell Ave Miami 33129 570.0 Coral Way K-8 Center 1950 SW 13 Ave Miami 33145 571.0 EI Cordero Presbyterian Church 2091 SW 14 Ave Miami 33145 Page 2 of 4 Date: 05/02/2018MIAM Christina White Time: 4:25 PM Supervisor of Elections Precinct List FOR SELECTED DISTRICT DISTRICT: City: Miami Miami -Dade County, FL 572.0 Shenandoah Elementary School 1023 SW 21 Ave Miami 33135 573.0 Rene Janero Recreation Center 1800 SW 21 Ave Miami 33145 574.0 Rene Janero Recreation Center 1800 SW 21 Ave Miami 33145 575.0 Smathers Senior Center 1040 SW 29 Ct Miami 33135 576.0 Coral Gate Park Community Center 1415 SW 32 Ave Miami 33145 577.0 Frankie S. Rolle Service Center 3750 S Dixie Hwy Miami 33133 578.0 Providence Road/Coral Baptist Church 2732 SW 32 Ave Miami 33133 579.0 Silver Bluff Elementary School 2609 SW 25 Ave Miami 33133 580.0 Jesse J. McCrary Jr. Elementary School 514 NW 77 St Miami 33150 581.0 Little Havana Housing Project #1 1759 SW 5 St Miami 33135 582.0 Museum of Science 3280 S Miami Ave Miami 33129 583.0 Miami Fire Station #8 2975 Oak Ave Miami 33133 584.0 Frankie S. Rolle Service Center 3750 S Dixie Hwy Miami 33133 585.0 Elizabeth Virrick Park 3255 Plaza St Miami 33133 586.0 Miami -Dade Water & Sewer Authority 3575 S Le Jeune Rd Miami 33133 587.0 Plymouth Congregational Church 3400 Devon Rd Miami 33133 588.0 Allapattah Branch Library 1799 NW 35 St Miami 33142 589.0 Allapattah Branch Library 1799 NW 35 St Miami 33142 591.0 Malcolm Ross Senior Center 2800 NW 18 Ave Miami 33142 592.0 Curtis Park Community House 1901 NW 24 Ave Miami 33125 593.0 Citrus Grove Middle School 2153 NW 3 St Miami 33125 594.0 Juan P. Duarte Park 1776 NW 28 St Miami 33142 595.0 Juan P. Duarte Park 1776 NW 28 St Miami 33142 596.0 Miami Fire Station #7 314 Beacom Blvd Miami 33135 597.0 Moore Park 765 NW 36 St Miami 33127 598.0 Moore Park 765 NW 36 St Miami 33127 599.0 Eugenio Maria De Hostos Center 2902 NW 2 Ave Miami 33127 624.0 Knights of Columbus Miami Council 1726 3601 S Miami Ave Miami 33133 655.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 656.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 658.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 659.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 667.0 EI Cordero Presbyterian Church 2091 SW 14 Ave Miami 33145 668.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 669.0 Iglesia Adventista del Septimo Dia 862 SW 4 St Miami 33130 Page 3 of 4 Date: 05/02/2018 Christina White Time: 4:25 PM Supervisor of Elections Precinct List FOR SELECTED DISTRICT DISTRICT: City: Miami 'A"E Miami -Dade County, FI_ 670.0 Miami -Dade County Auditorium 2901 W Flagler St Miami 33135 971.0 Kinloch Park Middle School 4340 NW 3 St Miami 33126 974.0 Kinloch Park Community Center 455 NW 47 Ave Miami 33126 975.0 Claude Pepper Community Center II 750 NW 18 Ter Miami 33136 976.0 Paul Laurence Dunbar K-8 Center 505 NW 20 St Miami 33127 978.0 Morningside K-8 Academy 6620 NE 5 Ave Miami 33138 980.0 Comstock Elementary School 2420 NW 18 Ave Miami 33142 981.0 Allapattah Neighborhood Service Center 1897 NW 20 St Miami 33142 982.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 983.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 984.0 Miami Fire Station #4 1105 SW 2 Ave Miami 33130 985.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 987.0 Curtis Park Community House 1901 NW 24 Ave Miami 33125 989.0 H U D 1407 NW 7 St Miami 33125 990.0 H U D 1407 NW 7 St Miami 33125 991.0 St. Dominic Gardens Inc. 5849 NW 7 St Miami 33126 992.0 St. Dominic Gardens Inc. 5849 NW 7 St Miami 33126 993.0 Vizcaya Village Garage 3250 S Miami Ave Miami 33129 994.0 Ebenezer Freewill Baptist Church 4111 SW 4 St Miami 33134 995.0 Knights of Columbus Miami Council 1726 3601 S Miami Ave Miami 33133 996.0 Vizcaya Village Garage 3250 S Miami Ave Miami 33129 997.0 Miami Police Benevolent Association 2300 NW 14 St Miami 33125 999.0 Morningside Park 750 NE 55 Ter Miami 33137 i Total Number of Precincts 127 Page 4 of 4 IS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Term Sheet for the Ground Lease an.d Leaseback/Purchase of the Miami Riverside Center This Term Sheet (the "MRC Terill Sheet") details the proposed terrnsimd conditions to effect the disposition of the City of Miami's aurrciit administration building, parking gamge, and adjacent land parcel, identified by tax folio numbers 014137-038-0020 and 01-4la7-038-0010 and commonly known as the Miami Riverside Center As used in. thisN[RC Term Sheel,, the term MRC includes the land under the MRC C'MRC Land") together with any improvements now or hereafter located thereon. L Parties, LL city. City of Miami. 1.2, Developer. Lancelot Miami River, LLC, a Florida limited liability company, an affiliate of the Adler Group, Inc., a Florida. corporation,, and/or its alylliates, 1 Incorporation of OM. The terns and conditions of the City's Offering Memorandtim OM #15-16-008 and any addend U111. (the `01W) are incorporated into this MRC Term. Sheet, In the event of a conflict between the 0M, this MRC Term Sheet, anal the final negotiated Agreements (as defined below) between the City and the Developer relating to the MRC, tile terms of this MRC Term Sheet and thereafter the Agreemews shall govern. The City and Developer acknowledge that the terms of any agreements relating to the lease and eventual conveyance, of tlie*MRC by [lie City must be approved at a public relerelidurn ("Referenditin") as required by the City Charter and/or City Code. 3. Exclusive Eagagentent of Developer by City. The City shall work extelusively with the Developer in connection with the transactions - anal the subject matter detailed in this MRC Term Sheet as long as the lease or conveyance of the MRC is approved atReferendurn. 4. Groun(I Lease of IVIRC to Developer, The City and Developer will enter into a 99 -year ground lease for the MRC (the "NIRC Lease") on the -following terms:, 4.L Base Rent. For the term of the lease between the City (as landlord) and the Developer (as tenant) with respect to the MRC, Base Retit shall equal fair market rent, which value was established by two appraisals conducted on behalf of the City— one by CBR E dated July 25, 2017, and one byfoseph Blake and Associates dated October 14, 2017 (collectively, the "Appralsals"); both of which valued the Property based on the existing zoning boirig changed to permit the as -of -right development of multifamily residential rases. The average value of the IVMC based on the Appraisals is Sixty -Nine Million Four Hundred Thousand (W,400,000.00) Dollars (the "IVIRC Value', Based on the average of the Appraisals, ]lase Rent is forecast to be Three Million Six Hundred Twenty Thousand ($3,620,00,0,00) Dollars annually ("Base Rent") which equals.5.22% of theMRCValue. In the event the Appraisals need to be, recertified to the City, such recertification shall be done on or before August 7, 2018, In no event will the MRC Value be less than $69,400,0K00- 4.2. Payment of Base Rent, Payment of Base Rent shall be as follows: 4.2.1. The Developer shall make an. upfront 50% Base Rent paymont to the City in the amount of $1,810,OKOO no later than 120 days after approval of the transactions in this MRC Terni Sheet at public referendum, If Developer is MIA 186667650v2 FILE NO, 4358 THIS IS A SUBSTITUTED ITEM. - ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. I unable to obtain a rezoning of the KRC Land within .12 months after tile referendum, City will refund the entire 50% Base Rent payment to tile Developer. The City, as the owner of the MRC land, agrees to join in and execute any zoning applications required to make the zoning of Lite MRC Land compatible with Developers response to the OM, 4.2,2. The Developer shall make a second 50% Base Rent, payment in the amount of $1,8 10,000.00 within t20 days after the City vacates the MRC. 4,23, The Developer shall make subsequent Base Rent payments annually beginning oil the calendar date which is one year after the date the City vacates the, MRC. 4.3. Increase in Base Rent. Beginning in tile 611, year after the City vacates the MRC, the annual Base Rent, will increase to the greater of. (i) 3% percent of the Developer's gross revenues generated by the improvements on the MRC, or (ii) the Base Rent an-Tount of $3,620,000,,00 increased by 1.5 % annually. 4.4. Option toPurchase. The MRC Lease will contain, reasonable and customary provisions granting the Developer the exclusive option to purchase the, entirety or a portion of the MRC from the City at any time during the MRC Lease term (tile "Puxehase Option') for an arnourlt equal to the MRC Value, less any applicable deductions or credits (the "LMC Purchase Price"), Beginning after the loth anniversary of the City vacating the MRC, the M.RC Purchase Price, shall increase by 2% each year. 4:5. Partial Releases. If Developer elects to obtain partial releases of the MRC Land Froin the MRC Lease, the Developer will pay the City a lump sum payment equal to 110% of the proportional MRC Value based of the square rootage, of tile MRC land to be released, to obtain a release of land frol-a the MRC Lease slid conveyance to. Developer of fee simple title to the mleased land. By way of example, if the Developer elects to acquire. fee simple title to 50% of the MRC, Land, the Developer will pay the City 55% of the MRC Value (as increased by 2% per year beginning 10 years after the City vacates the IVIR.Q, less any credits in favor of tile Developer at the time. 44, One Time Sale or Refinance Fees. In the event Developer (J) sells all or any portion of the improvements on the MRC Land to an unrelated third party, or (ii) transfers or assigns its leasebold interest in any developed portion of the MRC Land to an unrelated third party, the Developer will pay tile City a one-time fee equal to 2.0% percent of the net sales proceeds for each such sale or transfer. Similarly, if the Developer refinances any improvements oil the MRC Land, the Developer agrees to pay the City a one-time fee equal to 2,0% of Developer's net refinancing proceeds, The Developer shall not be obligated to pay the City the fees detailed in this section more than one time for any specific improvement sold, transf.-erred, or refinanced. By way of example, the Developer shall not be required to pay the City a sale fee for the sale of improvements for which the Developer previously paid the City a refinance 1ee. Similarly, the Developer shallnot be required to Pay the City more than one -refinance fee for the satne, improvements. MIA 18666755OV2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 4.7. MRC Purchase Price Credits, Any direct payments made by the Developer against the M.RC Purchase Price (such as partial release payments or brokerage commissions), and any credits or similar deductions approved by the City as a reduction of the, MRC: Purchase Price, shall be applied on a dollar for dollar basis.. The payment of Base Rent will. not be a credit against the MRC Purchase :Price. 4.8. Base Rent. True -Up. On each anniversary of the MRC Lease the Developer and the City will "true -Lip" the remainhig balance of the MC'Value, If any payments are made by the :developer (inGlUdijig partial release payments per Section 4.5 above) or any credits are applied by the City in favor of the Developer against. the MRC Value.., the annual Base Rent going forward will be recalculated to an: amount equal to 522% of the remaining MRC Value. The parties agree that there will be no further appraisals to determine MRC Value during the turn of the MRC Lease. 4.9, Developer's Bifurcation of MC Lease. The M.RC Lease will contain reasonable and customary provisions allowing the Developer to bifurcate the MRC Lease into multiple independent ground leases. The City and the Developer will agree on the form and substance of a Bifurcation Agreement consistent with this M PC Term Sheet, which form shall be attached to the MIC Lease, as an exhibit. 4.10. Imposition of Condonitatum Reginie, The: IVIRC Lease shall contain reasonable and customary pravisions.granting the Developer the ability and legal authority to siribtnitall or a portion of the MRC to a condominium form of ownership, provided that no condominium unit or condorninlutti. property nuy be transferred to a third patty until it is released from the MRC Lease. 5, Leaseback of MRC by City, Simultaneously with the execution of the MRC Lease, Developer (as landlord) will lease the NRC back to the City (is tenant) for an initial term, of three years (thc "Leaseback Term"), with two one-year extension options to be exercised at the option, of the City Manager or his/her designee: (Qaob, an "Exteasion Option"). 5J. Leaseback Rent. The rent to be paid annually by the City to the Developer, together with any applicable sales taxes, will be $0,00 (the "Leaseback Rent"). 5.2. City Vacation of MRC, The City shall vacate the MRC upon the later of (i) 90 days after a final certificate of occupancy ("CO") is issued for the C'ityls new administration building or (ii) 30 days after the expiration of the second Extension Option. If the City fails to vacate the MRC after the later of (i) and, (ii) above, them corrimencin,g 30 days after the later of (f) and (ii), the Leaseback Rent shall be - increased to $2,000)000 dollars per year, with an annual increase of 1.5%, 5.3. MRC Operating, Maintenance and Capital Expenditure Costs. The Leaseback will bea, "triple net" lease, The City shall be, responsible for the maintenance, repair, and operation of the IN411C until the date tliat the City vacates the MRC, including all costs and expenses of any kind or nature associated therewith, including, Without limitation, capital expenditures approved by the City, taxes, and insunuice costs, G. Payment in Event of Transfer of Developer's Leaseliold Interest in AIRC. In the event Developer sells, assigns or transfers its leasehold interest in the MR.0 with respect to any unimproved and vacant portion of the MRC, and as a result of such. transfer, Developer 3 MIA 1866676504 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and/or an affiliate of Developer retains less than a 10% interest in the leaseliold and does not otherwise control the day -to -clay management of transferee (by contract or otherwise), then in such event,. Developer shall pay the City 10% of the actual consideration. Tenant receives for such sale, assignment or transfer (provided that such consideration shall ;not 6e less than fair market value). - 6, i. Calculation of Consideration to City. In calculating the City's 10% share of the consideration received by Developer, the consideration shall be reduced by (i). an amount equal to the proportionate share of the Baird costs expended by Tenant- for infrastructure actually placed in the ground, to the extent such infrastructure actually benefits the portion of the MRC Lease being assigned to,a third party, and (ii) any and all transaction costs (e,g•, brokerage commissions, documentay stamp takes, surtaxes and/or other transfer taxes, and other customary closing costs paid by Developer). 6.2. Timing of Payment. Developer shall pay the City's share of any consideration Developer receives, less the costs and expenses referenced in Section 6. 1, within 30 calendar days after Developer's receipt of the consideration for the transfer. 6.3. No Offsets Against Payment. The payments to the City under this Section 6 shall be in addition to, and shall not be offset against, any other reacts or payments to which City is entitled under any other provisions of the Agreements, 6.4. Exclusions, This Section 6 shall not apply to any transfer that results froin (i) the foreclosure of a leasehold mortgage, subleaschold mortgage, or security far a mezzanine financing; (ii) any deed or assignment in lieu ofa foreclosure or similar enforcement actiotr; or (iii) any transfer to a purchaser at a foreclosure sale. This Section 6 shall. not apply to any transfer of Developer's leasehold interest to a special purpose entity of which the Developer is a manager, or any bifurcation of the Developer's lefaschold interest in, the MRC. 6.5. Transferee Subject to MRC Lease. Any transferee of the Developer's leasehold, interest shall be subject to all of the terms and conditions of the MRC Lease. 7. Documentation. The, lease of the MRC to Developer will require the preparation and finalization of a series ofdefinitive agreements, including but notlirnited to the MRC Lease and Leaseback Lease, together with other routine and customary documents for a transaction of the type detailed herein (collectively, the "A.greeernents"), setting forth in detail the relationship of the parties, their ` respective rights and obligations, and the tur7ing of /Developer's lease and/or acquisition of the M.RC, 8. Execution of Agreements. The Agreements will be executed and delivered by the City and Developer not more than 90 days after the later of (i) the Referendum is approved; (.ii) theexisting zoning becomes compatible with Developer's response to theOM; and (iii) all appeal periods have expired. The various closings and closing dates that need to be identified in connection with the nratters detailed in this MRC, Terai Sheet will be further defined in the Agreernents between the patties. 9. Provisions Required by City. `/'lie Agreements to which the City is a party must include the following provisions: MfA 18666755uV2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9,1. Limitation of Liability. The City's liability for any claim for injury or damages will be subject to the limitations set forth in Section 768.,28 of tile Florida Statutes. The City's sovereign irrimunity will not be waived or abridged, 92 NoDelegatiottofGoverxioi-entalAuthority. Notliit).gitiany ofthe Agrectueiits is hitended to be a delegation of the City's governmental or regulatory axithoi-ity. 10- Brokerage C'ommisslort. Developer will be responsible for funding the brokerage commissions to CBRE in accordance with. the N'oveinber 27, 2017 letter from the City of Miami to CBRE, a copy of which has been provided to Developer. City and Developer agree that the amount of the brokerage cornmi5siang will be included in the "Total Development Cost" as that term is defined in thQ Agreements to be entered into by the City and the Developer, 11. TVIRC Term Sheet Not Comprehensive. This MHC Tern? Sheet is not intended to be, comprehensive, nor shall it be interpreted as addressing every matter that may be included ifithe .Agreements, The contents of this M.l2C 'Fetm Shect will ttcrt litrtit the parties fxorta including any other provisions in the Agreements, including, but not limited to, the items below requested by the City Cotninissioa,, and agreed to by Deve.10130, during the July -26, 2018 City Commission meeting.: 11.1. WorUorce Housing. Developer shall provide a mitt tau um of tO% workforce housing within residential housing, located on the adjacent parcel of Land to the MRC owned by the Developer; t L2, Living. Wage. Developer shall pay all on-site employees tinder Developer's control a Living Wage, as defined, in the City Code; 113. Construction Labor. Developer shall coordinate with trade and labor unions, including, but not limited to, life safely, conveyance, plumbing, and electric to bid on aspects or development projects on the MRC Land and the adjacent parcel owned by the Developer; t 1.4, Labor Peace Agreenicuts. To the extent applicable, Developer shall comply with Labor Peace regulations, including entering into one or more Labor Peace Agreements covering employees of hospitality to projects; 12, MSC; Term Sheet Subject to New Faeflity Term Sheet. City and Developer acknowledge that this MRC Term Sheet shall not become effective until such timearsCity and Developer execute a separate term sheet pertaining to the development of a new City of Mianii Administration Building. 13. Controlling Law. This MRC Term Sheet (and. the Agreements) shall be interpreted under the laws of the State of Florida. [SIGNATURE RLOCKS CONTINUE ON NEXT PAGE] 5 MIA 18666755Ov2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Developer: LANCE LOT MIAM RIVER, LLC, a Florid limited liability corn.parry By-- . Pl.irlf axne: ✓lei t �ai Title' 1 G I t r tt« Date- city'. Date City' CfTV OF M Ar , a Florida municipal corporation By:. Printn:amet Title, Attest: Approved for legal form and sufficiency for the useandbenefit of the City By: AAA 126667550v2 SUBSTITUTED. Term Sheet for the Ground Lease and Leaseback/Purchase of the Miami Rivaside Center This Term Sheet (the "MRC Term Sheet") details the proposed term 'and conditions to _r P effect the disposition of the City of Miami's current administration building, . arking garage, and building, n I adjacent land parcel, identified by tax folio numbers 01-4137-038-00/20d 01-4137-038-0010 and commonly known as the Miami Riverside Center ("MRC"). As e�d in this MRC Term Sheet, the term MRC includes the land under the MRC ("MRC L rd") together with any improvements now or hereafter located thereon. I Parties. 1.1. City. City of Miami. 1,2. Developer, Lancelot Miami River, LLC, a Fl ida limited liability company, an affiliate of the Adler Group, Inc., a Florida co oration, and/or its affiliates. 2. Incorporation of OM, The terms and condition . of the City's Offering Memorandum "OM" OM 41.5-16-008 and any addendum (the "' are incorporated into this MRC Term i "0 Sheet, In the event of a conflict between this MRC Term Sheet, and the final the M, negotiated Agreements (as defined below) be een the City and the Developer relating to the MRC, the terms of this MRC Term She and thereafter the Agreements shall govern. The City and Developer acknowledge th t the terms of any agreements relating to the lease and eventual conveyance of the RC by the City must be approved at a public referendum ("Referendum") as requir d by the City Charter and/or City Code, 3, Exclusive Engagement of Develop r by City. The City shall work exclusively with the Developer in connection with th transactions and the subject matter detailed in this MRC Term Sheet as long as e lease or conveyance of the MRC is approved at Referendum, 4. Ground Lease of MRC to eveloper. The City and Developer will enter into a 99 -year ground lease for the MRC he "MRC Lease") on the following terms: 4.1. Base Rent. Fo)Vrthe term of the lease between the City (as landlord) and the Develops ftant) with respect to the MRC, Base Rent shall equal fair market rent, which lue was established by two appraisals conducted on behalf of the City— one CBRE dated July 25, 2017, and one by Joseph Blake, and Associates dated Octer l4, 2017` (collectively, the "Appraisals"); both of which valued the Proper based on the existing zoning being changed to pen -nit the as -of -right devel meat of multifamily residential -uses. The average value of the MRC based on the Appraisals is Sixty -Nine Million Four Hundred Thousand ($ 400,000,00) Dollars (the "MRC Value"), Based on the average of the ppraisals, Base Rent is forecast to be Three Million Six Hundred Twenty P C da t ro City-- t v 0 e based Qh a e s d rent, I evel m t 0 on the Appraisals ($ 400 000 ' 0 ppra-sa S, Base ousand ($3,620,000.00) Dollars annually ("Base Rent") which equals 5.22% o o f the MRC Value, In the event the Appraisals need to be recertified to the City, suchI , ce 't uch recertification shall be done on or before August 7, 2018, In no event will the MRC Value be less than $69,400,000,00, 4.2, Payment of Base Rent. Payment of Base Rent shall be as -follows; 4.2.1. The Developer shall make an upfront 50% Base Rent payment to the City in the amount of $1,810,000.00 no later than 120 days after approval of SUBSTITUTED. the transactions in this MRC Term Sheet at public Developer is unable to obtain a rezoning of the MRC months after the referendum, City will refund the entire payment to the Developer. The City, as the owner 0) agrees to join in and execute any zoning applications r I zoning of the MRC Land compatible with Develorzlls 0M. 7 ref9fendum. If within 12 Base Rent the MRC land, fired to make the response to the 4.2,2, The Developer shall make a second 50% " B , Rent payment in the ,a I mount of $1,810,00.0.00 within 120 days '211e�City vacates the MRC. 4,23, The Developer shall make subsequent BXse Rent payments annually beginning on the calendar date wl-deh is e year after the date the City vacates the MRC., 4.3. Increase In Base Rent. Beginning in the 6"' ear after the City vacates the MRC, the annual Base Rent will increase to t greater of: (i) 3% percent of the Developer's gross revenues generated by Eprovements on the MRC, or (H) Y 'as the Base Rent amount of 53,620,000,04} increased by 1,5 % annually. 4.4. Option to Purchase, The MRC Ldase will contain reasonable and customary provisions granting the Develo, a portion of the MRC from the "Purchase Option") for an am deductions Or credits (the W anniversary of the City va761 by 2% each year. Ir e exclusive option to purchase the entirety or Ii at any time during the MRC: Lease term (the Xy unt equal to the MRC Value, less any applicable, 'C Purchase Price"), Beginning after the 10th the MRC, the MRC Purchase Price shall increase 4.5. Partial Releases. If Doeloper elects to obtain partial releases of the MRC Land from the MRC Lease he Developer will pay the City a lump sum payment equal to 11011/0 of the prop, rtional MRC Value based on the square footage of the NMC land to be relea;;d, to obtain a release of land from. the MRC Lease and conveyance to Peveloper of fee simple title to the released land, By way of example, J�le, if t.,hj X Developer elects to acquire fee simple title to 50% of the MRC Land, theDeloper will pay the City 55% of the MRC Value (as increased by 2% per ye - beginning 10 years after the City vacates the MRC), less any credits in favor the Developer at the time. 4.6. On� 'Yhnie Sale or Refinance Fees, In the event Developer (i) sells all or any part' 3f .,� i ort� ,n o ot ie improvements on the MRC Land to an unrelated third party, or (ii) trr_ _, r r assigns its leasehold interest in any developed portion of the MRC: /and to an unrelated third party, the Developer will pay the City a one-time fee equal to 1,0% percent of the net sales proceeds for each such sale or transfer, Similarly, if the Developer refinances any improvements on the MRC Land, the Developer agrees to pay the City a one-time fee equal to 1,0% of Developer's net refinancing efinancing proceeds. The Developer shall not be obligated to pay the City the fees detailed in this section more than one time for any specific improvement sold, transferred, or refinanced. By way of example, the Developer shall not be required to pay the City a sale fee for the sate of improvements for which the Developer previously paid the City a refinance fee, Similarly, the Developer shall SUBSTITUTED, not be required to pay the City more than one refinance fee for e same improvements. 4.7. MRC Purchase Price Credits. Any direct payments made by e Developer against the MRC Purchase Price (such as partial release payme , s or brokerage commissions), and any credits or similar deductions approve y the City as a '70 reduction of the MRC Purchase .Price, shall be applied on a d,0 I ar for dollar basis, The payment of Base Rent will not be a credit against the M C Purchase Price, 4.8. Base Rent True -Up. On each anniversary of the MRC ase the Developer and the City will "true -up" the remaining balance of the M Value, If any payments are made by the Developer (including partial releas payments per Section 4.5 above) or any credits are applied by the City in favo of the Developer against the MRC Value, the annual Base Rent going foiw rd will be recalculated to an amount equal to 5,22% of the remaining MRC clue, The parties agree that there will be no further appraisals to determine C Value during the term of the MRC Lease. 4,9. developer's Bifurcation of MRC L se. The MRC Lease will contain reasonable and customary provisions lowing the Developer to bifurcate the MRC Lease into multiple independent round leases, The City and the Developer will agree on the form and substanc of a Bifurcation Agreement consistent with this MRC Term Sheet, which fol . shall, be attached to the MRC Lease as an exhibit. 4.10. Imposition of Condominium eghne. The MRC Lease shall contain reasonable and customary provisions gr, uting the Developer the ability and legal authority to subinit all or a portion the MRC to a condominium form of ownership, provided that no condo nium unit or condominium property may be transferred to a third party until it' released from the MRC Lease. 5, Leaseback of MRC by C' . SitnUltaneously with the execution of the MRC Lease, Developer (as landlord) i I lease the MRC back to the City (as tenant,) for an initial term of three years (the "LL seback Terni"), with two one-year extension options to be exercised at the optio of the City Manager or his/her designee (each, an "Extension Option"). 5.1 Leasebac Rent, The rent to be paid annually by the City to the Developer, together ith any applicable sales taxes, will be $0,00 (the %easebackRent"), 5.2. City 'acationofMRC. The City shall vacate the MRC upon the later of (i) 90 day after a final certificate of occupancy ("CO") is issued for the City's new .2. L C day a e g I y a e City together I I b ea r ae c ela t t Istr, a Imistration building or. (ii) 30 days after the expiration of the second Extension ption. If the City fails to vacate the MRC after the later of (i) and (ii) above, then commencing 30 days after the later of (i) and (ii), the Leaseback Rent shall C be increased to $2,000,000 dollars per year, with. an arinual increase of 1.5%. � 4 5 MRC Operating, Maintenance and Capital Expenditure Costs. The Leaseback _ _j, . 1, caseback will be a "triple net" lease. The City shall be responsible for the niaintenancQ, repair, and operation of the MRC until the date, that the City vacates the MRC, including all costs and expenses of any kind or nature associated 3 SUBSTITUTED. therewith, including, without limitation, capital expenditures appro d by the City, taxes, and insurance costs, 6. Payment in Event of Transfer of Developer's Leasehold Interest in C. In the event Developer sells, assigns or transfers its leasehold interest in the C with respect n In d' t e 'n er e 'e, a s in ppro 'R( Lost in the C with to any unimproved and vacant portion of the MRC, and as a resu of such transfer, Developer and/or an affiliate of Developer retains less than expenditures % interest in the 'tra , ns leasehold and does not otherwise control the day-to-day manage ent of transferee (by contract or otherwise), then in such event, Developer shall pay tl City 10% of the actual r 'd considerafloi-L'Tenant receives for such sale, assignment or tr nsfer (provided that such consideration shall not be less than fair market value). 61. Calculation of Consideration to City. In. calcula ing, the City's 10% share of the consideration received by Developer,'the consid �atiori shall be reduced by (i) an "' I' ca" ula " Developer, 'be consid 'at amount equal to the proportionate sluim of the ard, costs expended by Tenant for .0 infrastructure actually placed in the groun , to the extent such infrasttucture C actually benefits the portion of the the ase being assigned to a third party, e and (ii) any and all transaction costs (e..., brokerage cornmissions, documentary stamp taxes, surtaxes and/or other tra sfer taxes, and other customary closing. costs paid by Developer), 6,2. Timing of Payment. Developer'.,all. pay the City's share of any consideration Developer receives, less the cost and expenses referenced in. Section 6.1, within 30 calendar days after Develop 4's receipt of the consideration for the transfer. 6.3. No Offsets Against Payinei The payments to the City under this Section 6 shall be in addition to, and shal not be offset against, any other rents or payments to r a which City is entitled un r' other provisions of the Agreements. 6.4. Exclusions, This Sect' n 6 shall not apply to any transfer that results from (i) the -foreclosure of a le ahold mortgage, subleasehold mortgage, or security for a mezzanine firi,,anc' g; (ii) any deed or assignment in lieu of a foreclosure or similar en enforoon apt action; or (iii) any transfer to a purchaser at a foreclosure enforcers sale. This Sec l on 6 shall not apply to any transfer of Developer's leasehold interest to a pecial purpose entity of which the Developer is a manager, or any bifurcation f the Developer's leasehold interest in the MRC, 6.5. Transfe ce Subject to MRC Lease. Any transferee of the Developer's leasehold interes shall be subject to all of the terms and conditions of the MRC Lease, 7. Document, iota. The lease of the MRC to Developer will require the preparation and final.izat 7 of a series of definitive agreements, including but not limited to the MRC Lease d Leaseback, Lease, together with other routine and customary documents for a trans tion of the type detailed herein (collectively, the "Agreements"), setting forth in de ' the relationship of the parties, their respective rights and obligations, and the timing o- eveloPet's lease and/or acquisition of the MRC. S. xecution of Agreements, The Agreements will be executed and delivered by the City and Developer not more, than 90 days after the later of (i) the Referendum is approved; (ii) the existing zoning becomes compatible with Developer's response to the OM; and (iii) all appeal periods have expired. The various closings and closing dates that need to 4 SUBSTITUTED. be identified in connection with the matters detailed in this MRC Term Beet will be further defined in the Agreements between the parties. 9, Provisions Required by City, The Agreements to which the City is a arty must include the following provisions; 9.1. Limitation of Liability. The City's liability for any clain or injury or damages will be subject to the limitations set foith in Section 768.28 of the Florida Statutes, The City's sovereign immunity will not be w ' ed or abridged. 9,2. No Delegation of Governmental Authority. Nothing in any of the Agreements is intended to be a delegation of he City's governmental or regulatory authority. 10. Brokerage Commission, Developer will be respo sible for funding the brokerage commissions to CBRE in accordance with the Novo . or 27, 2017 letter from the City of Miami to CBRE, a copy of which has been provid d to Developer. City and Developer agree that the arnount of the brokerage commi Bions will be included in the "Total Development Cost" as that term is defined in o Agreements to be entered into by the City and the Developer, 11, MRC Term Sheet Not Comprehensive, his MRC Term Sheet is not intended to be comprehensive, nor shall it be intciprod as addressing every matter that may be included in the Agreements. The cont nts of this MRC Term Sheet will not limit the parties from including any other provi in the Agreements. 12, MRC Term Sheet Subject to ew Facility Term Sheet. City and Developer 'e' acknowledge that this MRC Teri . Sheet shall not become effective until such time as City and Developer execute a so crate term sheet pertaining to the development of a new ' t t . City of Miami Administration /uiling. 0. Controlling Law. This M Term Sheet (and the Agreements) shall be interpreted under the laws of the Statehf Florida. Developer: LANCELOT MIAMI RIVER, LLC, a Florida, limited liabilil company, Print Name-, 0,,*V�4 Adkr Title: V i c e. Prey i44 Date: 4:4 4 [SIGNATURE BLOCKS CONTINUE ONNEXT PAGE] SUBSTITUTED.